General Meeting

The shareholders’ general meeting is the organ of the highest authority of the Company, and shall exercise the following functions and powers in accordance with the laws:

(1) Elect and replace directors from non-employees’ representatives, and decide on matters related to the remuneration of directors;

(2) Consider and approve the report of board of directors;

(3) Consider and approve the Company’s profit distribution plan and loss recovery plan;

(4) Resolve on the increase or decrease in registered capital of the Company;

(5) Resolve on the listing or repurchase of shares, or issuance of securities such as bonds of the Company;

(6) Resolve on matters related to merger, separation, dissolution, liquidation of the Company or alternation on the form of the Company;

(7) Review and amend, including but not limited to, these Articles, rules of procedures for shareholders’ general meeting, board of directors and administrative rules on related party transactions, as well as relevant governance system such as asset management authorization system;

(8) Resolve on the employment, dismissal or non-reappointment of the accounting firm of the Company which would provide regular and statutory audit on the Company’s financial reports;

(9) Consider the motion raised by shareholders representing no less than 1% of outstanding shares with voting rights;

(10) Consider and approve the matters related to the establishment of legal entities, material external investment, material assets acquisition, material assets disposals and write-offs, material assets collateral (pledge), external gifting, etc.:

1. Consider and approve the establishment of legal entities by the Company, while a legal entity refers to the domestic or foreign company which is established with the direct investment by the Company and over which the Company exercises control;

2. Consider and approve external gifting with the single accumulated amount for the year in total exceeding the sum of RMB20 million and 1% of the latest audited net profit attributable to shareholders of the Company, or external gifting with amount above RMB60 million;

3. Consider and approve equity investments and disposals with the amount of each investment or disposal exceeding 3% of the latest audited total assets of the Company, or the accumulated amount of investments or disposals for the year accounting for over 8% of the latest audited total assets of the Company;

4. Consider and approve real property investments and disposals with the value of single asset exceeding 5% of the latest audited total assets of the Company, or the accumulated investment for the year accounting for over 15% of the latest audited total assets of the Company;

5. Consider and approve other assets acquisitions and disposals with the value of single asset accounting for over 3% of the latest audited total assets of the Company, or the accumulated value of assets for the year accounting for over 8% of the latest audited total assets of the Company;

6. Consider and approve assets write-offs with the value of single asset over RMB3,000 million and the accumulated value for the year over RMB10,000 million;

7. Consider and approve overseas equity, real property investments and disposals as well as other assets acquisition, disposal and write- offs matters which, pursuant to the provisions of the Interim Measures for the Overseas Investment with Insurance Funds issued by the insurance regulatory authority and its detailed rules for the implementation, fall within the authority and corresponding investment threshold as specified in item 3 to item 6 above;

8. Consider and approve assets collateral (pledge) for the Company’s own debt with the value of single asset accounting for over 3% of the latest audited total assets of the Company, or the accumulated value of assets for the year accounting for over 8% of the latest audited total assets of the Company;

9. Consider the purchase or sale of major assets or the giving of guarantees with value exceeding thirty percent (30%) of the latest audited total assets of the Company within one (1) year.

If there exist both book value and appraisal value of the above assets, the higher one shall prevail; the amount of above external gifting, investment, acquisition, disposals, write-offs, as well as total assets, net profit and other data are all from consolidated financial statements.

(11) Consider and approve related party transactions required to be approved by the shareholders’ general meeting under the laws, rules and regulations as well as the securities regulatory rules in the place where the Company’s shares are listed;

(12) Consider and approve the change in the use of proceeds;

(13) Consider and approve the employee stock ownership scheme or stock incentive scheme;

(14) Consider other matters required to be determined by the shareholders’ general meeting under the laws, rules, regulatory provisions, regulations and the securities regulatory authorities of the place where shares of the Company are listed and the Articles of Association.

The shareholders’ general meeting shall not delegate any of its statutory functions and powers to the board of directors or any other institutions or individuals.